This Internet
Banking Agreement and Disclosure (“the Agreement”)
governs your use of the Internet Banking Services of First Bank. By
using our Internet Banking Services, you agree to all of the terms
and conditions of this Agreement.

Please read it
carefully and keep a copy for your records.

Definitions

You or Your
- The person(s) subscribing to or using Internet Banking. We, Us, or
Our - Refers to First Bank.

Business Day
- Any calendar day other than Saturday, Sunday, or any holidays
recognized by us. Bill payments are processed on all business days
that both the Federal Reserve Bank and the U.S. Postal System are
operating and open for business.

Privacy Statement - We understand how important privacy is to
our customers. We have taken steps to insure your privacy for your
personal and financial dealings with us. Our customer privacy
statement can be obtained on our website at www.fbonline.biz
or at any of our banking locations.

About Internet
Banking

Our Internet
Banking consists of an online banking website that provides a
complete array of financial services to our customers. This website
has security features not found on our publicly accessible website.
E-mail sent via the Internet

Banking website
will be protected. Requests e-mailed from the Internet Banking
website may contain confidential information.

The Internet
Banking system that is accessible by our customers over the Internet
currently consists of:

Account
inquiries and balances

Up to 24
months of historical transactions

Secure
e-mails

Transaction
downloads

Accounts
transfers

View
detailed transactions

Electronic
statements

Online check
images

Payments to
our loan accounts

E-Alerts

Recurring or
automatic transfers

For customers who
select Bill Payment, these additional functions are available:

One-time
payments

Occasional
payments

Recurring
payments

For customers who
select Commercial Cash Management, these additional functions are
available:

Initiate
Automated Clearing House (ACH) debits and credits

Enrollment
Process

The Internet
Banking service requires that you complete the initial application
process providing the information needed to enable the service. We
will verify the information you submitted for accuracy and
authorizations. We will notify you of the approval status or of
account activation by e-mail, in person, or by phone. Upon initial
log-on to the Internet Banking service, you will be required to
complete a security process on each computer you use to log-on to
internet banking. Additional security measures are required for Cash
Management customers. It is important that you keep us informed of
your current e-mail address. You may update your e-mail address on
record with us by choosing the “Personal Information”
menu item under the “Other” tab in Internet Banking.

Electronic
Delivery of Disclosures

By accepting the
terms of this Internet Banking Agreement and Disclosure, you certify
that you are able and willing to accept disclosures and/or documents
electronically.

We may offer
periodic statements and certain other disclosures or documents in
electronic format to our online banking customers. Other disclosures
that we may send you in the future includes but is not limited to:
deposit account disclosures (such as this Internet Banking
Agreement), changes in account terms and fees, and privacy notices.
We may also send you email correspondence or electronic messages on
the Internet Banking web site regarding resolution of problems in
your account. We may provide periodic statements and other
disclosures in e-mail attachments or we may send you an e-mail that
tells you where these disclosures can be viewed on our website. You
have a right to receive any of our disclosures and records in paper
format. You may also withdraw consent to electronic delivery at any
time. Additional fees may apply and certain products and services may
be limited.

Please refer to
the description of our deposit accounts and service charges to
determine which fees may apply. If you have any questions, about
products available, fees and service charges, please contact us at
256-395-2255 or 800-239-2677.

To requests
disclosures and records in paper format or to withdraw consent to
electronic delivery you can:

1. Call us at 1-800-239-2677

2. Inform us in person at any of our banking locations; or

3. Send us a letter via U.S. mail to:

Internet Banking Department

First Bank

P.O. Box 28

Wadley, AL 36276

Be sure to
identify yourself and your accounts that you want withdrawn from
electronic delivery authorization.

Prior to
acceptance of electronic delivery of disclosures and/or documents,
you should verify that you have the required hardware and software to
access and retain them. You will need a:

2. Printer or
storage medium for retention of the disclosures and/or documents,
such as a hard drive. Retention may be electronic so long as the
electronic record accurately reflects the information set forth in
the disclosures and/or documents

If we revise
hardware and software requirements to access and retain electronic
disclosures, we will notify you of these changes and provide you a
notice of your right to withdraw consent to electronic disclosure
without the imposition of any fees.

Virus
Protection

We are not
responsible for any computer virus, problems or malfunctions
resulting from a computer virus, or related problems that may be
associated with the use of an online system. We recommend that you
routinely update your virus software, apply all security patches for
your operating system and install a firewall on your PC. We are not
responsible for any errors or failures resulting from defects or
malfunctions of the financial software. WE MAKE NO WARRANTY, EITHER
EXPRESS OR IMPLIED, TO YOU REGARDING YOUR PC OR RELATED EQUIPMENT, OR
YOUR INTERNET SERVICE PROVIDER OR ITS EQUIPMENT, INCLUDING BUT NOT
LIMITED TO, ANY WARRANTY OR MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE.

Log-On
Security

Security is very
important to the Internet Banking system. At the time you request the
service, you will select a unique "User ID" and then choose
a "Password" that will be used to gain access to the
system. Prior to activation, we will verify your identity and
authorization to information associated with the account(s) that you
requested tied to the service. Before gaining access to any account
information, each individual is authenticated by their User ID and
Password, authentication phrase, and a series of questions and
answers selected by you.

To help prevent
unauthorized access and ensure the security of your accounts, we will
end your online session if we have detected no activity for 15
minutes. This is to protect you in case you accidentally leave your
computer unattended after you logged on.

Because your
Password is used to access your accounts, you should treat it as you
would any other sensitive personal data. You should carefully select
a Password that is hard to guess. We suggest that you do not choose
passwords that are easily identifiable with you such as a child’s
name or a pet’s name. Keep your Password safe. Memorize your
Password and never tell it to anyone. You may consider changing your
Password occasionally, such as every 90 days. Passwords will expire
every 180 days. You may change your password at any time under the
menu item “Options.”

User ID,
Password and Security Device Safeguards

You agree to
exercise reasonable care to safeguard your User ID, Password and
Security Device if applicable. It is your responsibility. Reasonable
care includes, but is not limited to: not storing or writing any of
this information with or on your computer, (do not write your
Password down in your purse, wallet or in a computer file), and not
allowing other individuals to conduct transactions using your User
ID, Password or Security Device. If this happens, you should request
a new one to prevent unauthorized use. We will not be liable for any
losses resulting from you permitting other persons to use your
Username, Password or Security Device to access the system.

Accounts

You may request
to access any account on which you are a signer or owner. If you
desire services that allow you to initiate payments or transfers from
the account, you will need the required withdrawal authority over the
account to be able to complete the transaction. By using the service,
you agree to maintain one or more accounts with us and to keep
sufficient balances in any account to cover any transaction and fees
that are ultimately approved by or related to the system.

If the accounts
added to the service are jointly held or have multiple signers, you
agree that access to the information and all transactions initiated
by the use of your User ID and Password are authorized unless we have
been notified to cancel the service. Each joint account holder should
have their own unique user ID and Password. If your account has
multiple parties who have the authority to withdraw funds, and you
remove any of them from your account, you should notify the Internet
Banking department at once to terminate that person’s authority
from Internet Banking. You may contact us in person at any of our
banking locations, by calling 1-800-239-2677 or by U.S. Mail at P.O.
Box 28, Wadley, AL 36276.

When any payment
or other on-line service generates items to be charged to your
account, you agree that we may debit the designated account without
requiring your signature on the item.

Fees for the
Internet Banking Service

The Internet
Banking and Bill Pay Service is available to our customers at no
monthly charge.

Cancellation
of Internet Banking

Your Internet
Banking may be canceled at any time by us, in whole or part, without
prior notice due to insufficient funds in one of your accounts or
other circumstances that may create an unanticipated liability to us.
You will remain responsible for all transactions approved by the
system prior to the cancellation, and for any other fees associated
with the service. After cancellation, service may be reinstated once
sufficient funds are available in your accounts to cover any fees and
other pending transfers or debits. In order to reinstate services,
you must call our Internet Banking department listed below in the
Errors and Questions section.

Balance
Inquiries, Bill Payments and Transfers Limitations

You may use
Internet Banking to check the balance of your accounts, to transfer
funds among your accounts and to view check images. Money Market
Accounts and Savings Accounts are subject to Federal Reserve
Regulation D, which permits no more than six debits or transfers per
statement cycle to another account of yours with us or to a third
party. These transfers may be by means of preauthorized or automatic
transfer or telephonic agreement, but no more than three of the six
may be by check (applicable only to Money Market Accounts), ATM/debit
card or draft payable to a third parties. Transactions not within
these limitations may result in the closure of your account.
Additionally, you may visit the bank to withdraw funds, have us mail
you a check payable to you or withdraw money with your ATM/debit
card. These are not third party transactions and are not limited;
however, normal transaction fees will apply. There are no limits to
the number of transfers or bill payments from your Checking
Account(s).

Balances shown in
your accounts may include deposits subject to verification by us. The
balance may also differ from your records due to deposits in
progress, outstanding checks or other withdrawals, payments or
charges. A transfer request may not result in immediate availability
because of the time required to process the request. If you have
further questions, contact our Internet Banking department.

Bill Payment
Service

It is easy to pay
bills online. Simply set up your Payees by choosing from the database
of vendors (Payees) that already exist, or by entering necessary
information to schedule a payment. We are able to process payments to
payees that have a U.S. Postal address. Payments to payees outside of
the United States or its territories are prohibited. Due to liability
issues, we will not accept payments to federal, state or local tax
agencies. Otherwise, there is no limit to whom you pay or how many
payees you may establish. We maintain a large vendor database of
regional or national billers to make this process quicker and easier.
The Bill Payment service will also allow you to see a history of all
the payments made from your accounts.

Your enrollment
in the Bill Payment service constitutes your agreement for First
Bank’s third party provider to initiate ACH debits to your
accounts and/or to draw paper drafts against your accounts.

Limitation on
Dollar Amounts

Subject
to available balances, Bill Payments can be made for any amount from
$1.00 to $3,999.99. The daily limit is $5,000.00 for all transactions
processed on one business day.

The Bill
Paying Process

First Bank will
process variable payments (non-recurring payments) on the business
day (generally Monday through Friday, except holidays) you designate
the bill is to be processed, provided the payment request is received
prior to the cut-off time set by First
Bank, which is currently 3:00 p.m. Central Standard Time.
Variable bill requests received after the business day cut off time,
or at any time on a non-business day, will be processed on the next
business day. First Bank reserves its right to change the cut-off
time by giving you notice as outlined in the Amendment and
Termination section shown below.

YOU MUST ALLOW AT
LEAST SIX (6) BUSINESS DAYS FOR EACH BILL PAYMENT (RECURRING OR
VARIABLE) TO REACH THE MERCHANT. (IT IS THE RESPONSIBILITY OF THE
SUBSCRIBER TO SCHEDULE/ACTIVATE RECURRING PAYMENTS)

You agree to have
available and collected funds on deposit in the account you designate
in amounts sufficient to pay for all Bill Payments requested, as well
as any other payment obligations you have to the Financial
Institution. First Bank reserves the right, without liability, to
reject or reverse a Bill Payment if you fail to comply with this
requirement or any other terms of this Agreement.

If you do not
have sufficient funds in the Account and the Financial Institution
has not exercised its right to reverse or reject a Bill Payment, you
agree to pay for such payment obligations on demand. You further
agree First Bank, at its option, may charge any of your accounts with
us to cover such payment obligations. Electronic Funds Transfer Act
(EFTA) does not apply to paper check transactions that are processed
through Bill Pay. EFTA only applies to electronic transactions.

Commercial
Cash Management

In addition to
the online banking features listed above, corporate customers can use
our online Commercial Cash Management service to initiate and upload
ACH debits and credits and initiate wire transfers. A separate
Automated Clearing House (ACH) agreement, wire agreement and
enrollment form are required. At the time of enrollment you will be
issued a separate security device in order to access the Cash
Management service.

Our Liability
for Failure to Make Transfers

It is our
responsibility to process all transfers and bill payments properly
initiated through the Internet Banking system in accordance with this
Agreement. If we do not complete a transfer to or from your account
on time or in the correct amount according to our agreement with you,
we will be liable for your losses and damages. However, neither we
nor the Service Provider will be liable if:

1. Funds are not
showing on the system’s available balance in your account that
is to pay for the bill or transfer at the time of transaction.

2. Funds are
subject to legal process or other encumbrances restricting the
payment or transfer.

3. You had
knowledge of or questions about the possible malfunction of the
system when you initiated the transaction.

8. It can be
shown that the merchant or payee received the payment within the
normal delivery timeframe and failed to process the payment through
no fault of Internet Banking or our service providers.

9. It can be
shown that the delay was caused by unusual mailing delays by the U.S.
Post Office.

Notice of Your
Rights and Liabilities

Tell us AT ONCE
if you believe your User ID or Password have been compromised, lost,
stolen or used without your authorization. You could lose all the
money in your Account (plus your maximum overdraft line of credit).
Telephoning us at the number listed in the Error and Questions
Section is the best way of limiting your possible loss.

If you tell us
within two business days, you can lose no more than $50 if someone
used your User ID or Password without your permission. If you do NOT
tell us within two business days after you learn of the loss, theft
or compromise of your User ID or Password and we can prove we could
have stopped someone from using it without your permission if you had
told us, you could lose as much as $500. Also, tell us AT ONCE if
your statement shows transfers that you did not make or authorize. If
you do not tell us within 60 days after that statement was mailed to
you, you may not get back any money you lost after the 60 days if we
can prove that we could have stopped someone from taking the money if
you had told us in time. If a good reason, such as a long trip or
hospital stay, kept you from telling us, we will extend the time
periods.

If you believe
that someone has transferred or may transfer money from your account
without permission, call or write us at the telephone number or
address listed in this disclosure.

Errors and
Questions

In cases of
errors or questions concerning transactions completed with Internet
Banking (including Bill Pay), do one of the following, as soon as
possible:

We must hear from
you within 60 days after we sent you the first statement or
notification in which the error or problem appeared. Please include
the following information:

1. Name

2. Account Number and User Access ID

3. Description of the error or what you are unsure about, plus an
explanation of why you believe it is an error or why you need more
information. Please include any reference numbers or descriptive
language shown on the statement or receipt that will help us identify
the transaction

4. Tell us the amount of the suspected error.

5. For a Bill Payer error tell us:

Account
number used to pay the bill

Payee name

Date the
payment was sent

Confirmation
number

Payment
amount

Payee
account number for the payment in question.

We will determine
whether an error occurred within 10 business days after we hear from
you and will correct any error promptly. We may take up to 20
business days if the transfer involved a new account. (An account is
considered new for 30 days after the first deposit is made, if you
are a new customer.) If we need more time, however, we may take up to
45 days (90 days if the transfer was not initiated within a state or
involved a new account) to investigate your complaint or question. If
we decide to do this, we will credit your account within 10 business
days (20 business days if the transfer involved a new account) for
the amount you think is in error, so that you will have the use of
the money during the time it takes us to complete our investigation.
If we ask you to put your complaint or question in writing and we do
not receive it within 10 business days, we may not credit your
Account.

We will notify
you of the results of our investigation within 3 business days after
it is finished. If we believe there was no error, we will notify you
in writing. You may ask for copies of the documents that we used in
our investigation. You will be liable to us for any amounts credited
pending our investigation.

Disclosure of
Account Information to Third Parties

Information to
third parties about your account(s) or the transaction(s) you make
will only be disclosed if at least one of the following applies:

1. It is
necessary to complete a transaction.

2. To verify the
existence and condition of your account to a third party such as a
credit bureau or merchant.

3. To comply with
a governmental agency or court order.

4. If permission
is given to us by you, which we may require to be in writing.

5. Where
otherwise required or permitted under state or federal laws and/or
regulations.

Termination

You may terminate
the use of Internet Banking by contacting us in writing by mail,
e-mail sent through the Internet Banking website, or personal
delivery to us. If your account is closed or restricted for any
reason, Internet Banking accessibility will automatically terminate.

Governing Law

THIS AGREEMENT
SHALL BE GOVERNED BY THE LAWS OF THE UNITED STATES AND BY THE
INTERNAL LAWS (BUT NOT THE LAW OF CONFLICTS) OF THE STATE OF ALABAMA
TO THE EXTENT APPLICABLE AND BY REGULATIONS OF ANY GOVERNMENTAL
AGENCY HAVING JURISDICTION OVER US.

A determination
that any provision of this Agreement is unenforceable or invalid
shall not render any other provision of this Agreement unenforceable
or invalid.

Amendments

Unless applicable
law requires otherwise, this Agreement may be amended by us at any
time by notice mailed to you at your last address known to us, or via
electronic mail to your last e-mail address known to us, to be
effective not less than 30 days after the date mailed. If you do not
want to be bound by the amendment, you have the right to terminate
the Account before the effective date of the amendment. Either you or
we may terminate this Agreement at any time without notice to the
other.

This Agreement
will continue to govern matters relating to your Account whether such
matters arise before or after termination.

Conflict with
Clearing House Association Rules

If the terms of
the Agreement conflict with the rules or operating guidelines of any
clearing house association of which we are a member, the rules and
operating guidelines of such clearing house association shall govern
for all purposes.

Entire
Agreement

This Agreement
supplements any other agreements or disclosures related to your
account(s).

In the event of a
dispute regarding your Account, we will try to resolve this
disagreement with you by looking to this Agreement. If there is a
conflict between what one of our employees says and the terms of this
Agreement, the terms of this Agreement will control. In the event of
any disagreement hereunder or if conflicting demands or notices are
made upon us relating to this Agreement, we may, at our discretion,
refuse to comply with any claims or demands, or refuse to take any
other action hereunder with regard to the subject matter of dispute
so long as such dispute continues, and we may, at our discretion, pay
the balance of the Account into the Registry of the Court for a
judicial determination, and the parties with conflicting claims agree
to pay our court costs and attorney's fees and, in any such event, we
shall not become liable to any person for failure or refusal to act
or for the dishonor or refusal of any items presented for payment.
For the purposes of this paragraph, this Agreement shall include any
written agreement between you and us relating to electronic funds
transfer, to the extent such agreement relates to an Account subject
to this Agreement.

Your use of
Internet Banking is considered your acceptance of these terms and
conditions.